of Zhuzhou Qibin Group Co., Ltd. on the Progress of Disposal of Certain Assets by Subsidiaries Stock Code: 601636 Stock Abbreviation: Qibin Group Announcement No.: 2023-077 Code of Convertible Bonds: 113047 The board of directors and all directors of
the Company warrant that there are no false representations, misleading statements or material omissions contained in this announcement, and accept legal responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.
Important notice:
● Brief description of the transaction: Due to the optimization of urban industrial layout and environmental quality, Shaoxing Qibin Glass Co., Ltd. (Hereinafter referred to as "Shaoxing Qibin"), a wholly-owned subsidiary of Zhuzhou Qibin Group Co., Ltd. (Hereinafter referred to as the "Company"), and Zhejiang Qibin Energy-saving Glass Co., Ltd. (Hereinafter referred to as "Zhejiang Energy-saving") agreed to sell to Shaoxing Yuecheng District Urban Development and Construction Group Co., Ltd. (Hereinafter referred to as "Chengfa Group"), located in Taoyan Street, Yuecheng District, Shaoxing City. The land use right of the factory area of Daobaitatou Village and the related assets such as the above-ground buildings, attachments and some equipment. The company has held the eighth meeting of the fifth board of directors on November 11, 2022 to consider and approve the matter.
● As of the disclosure date of this announcement, Shaoxing Qibin and Zhejiang Energy Conservation have completed the transfer procedures of the real estate involved in this transaction and paid the corresponding taxes.
● The handling of real estate transfer procedures in this transaction does not affect the normal development of the current production and operation of Shaoxing Qibin and Zhejiang Energy Conservation.
1. Overview of the transaction and the preliminary progress
are due to the requirements of optimizing the regional industrial layout in Yuecheng District of Shaoxing City and improving the environmental quality around Jianhu National Wetland Park. The People's Government of Yuecheng District intends to decide that Shaoxing Yuecheng District Urban Development and Construction Group Co., Ltd. will acquire the buildings, land and other related assets within the red line of Shaoxing Qibin Glass Co., Ltd., a wholly-owned subsidiary of Zhuzhou Qibin Group Co., Ltd., and Zhejiang Qibin Energy-saving Glass Co., Ltd. The Taoyan Street Office of Yuecheng District of Shaoxing City shall be responsible for the implementation of the guarantee. In view of the actual situation of the production line of Shaoxing Base, the company agreed to this asset transaction after considering the factors such as subsequent capacity optimization and capacity transfer guarantee. The parties entered into the Agreement on Acquisition of Land, Real Estate and Other Related Assets of Qibin Glass Co., Ltd. (Hereinafter referred to as the "Asset Transaction Agreement"), and the total amount of the transaction was 89,352. The transaction was considered and approved at the eighth meeting of the fifth session of the board of directors convened by the Company on November 11, 2022. In June 2023, the parties to the transaction signed the Supplementary Agreement on the Acquisition of Land, Real Estate and Other Related Assets of Shaoxing Qibin Glass Co., Ltd. and Zhejiang Qibin Energy-saving Glass Co., Ltd. (Hereinafter referred to as the "Supplementary Agreement"). The Supplementary Agreement lists the compensation and incentives for the acquisition, and separately calculates and lists the compensation for production equipment. As of June 19, 2023, Shaoxing Qibin and Zhejiang Energy Conservation have received 50% of the total purchase amount stipulated in Article 3 of the Asset Transaction Agreement. Cumulative 44, For details of
this matter, please refer to the information published by the Company on Shanghai Securities News, China Securities Journal, Securities Times, Securities Daily and the website of the Shanghai Stock Exchange (www.sse.com.
Current progress of
this transaction (1) Transfer
of real estate Recently, Shaoxing Qibin and Zhejiang Energy Conservation have completed the transfer procedures of the real estate involved in this transaction. Details of real estate transfer are as follows:
1. Real estate transfer in Qibin, Shaoxing. The transferred real estate of Shaoxing Qibin is located in Baitatou Village, Taoyan Street, Yuecheng District, Shaoxing City, involving four real estate certificates. Respectively:
(1) Zhe (2017) Shaoxing Real Estate Property No.0047106, with a construction area of 62573.8 square meters and a land use right area of 90724.87 square meters;
(2) Zhe (2017) Shaoxing Real Estate Property No.0047113, The construction area is 451,98.48 square meters and the land use right area is 70633 56 square meters;
(3) Zhe (2017) Shaoxing Real Estate Property 00475 No.10, the construction area is 18906 13 square meters and the land use right area is 20874 33 square meters;
(4) Zhe (2017) Shaoxing Real Estate Property No.0047511, with a construction area of 11450. 85 square meters. 25052
of land use right area. 2. Transfer of Zhejiang Energy-saving Real Estate. The transferred real estate of Zhejiang Energy Conservation is located in Baitatou Village, Taoyan Street, Yuecheng District, Shaoxing City, involving one real estate certificate. Real Estate Ownership Certificate No.: Zhe (2018) Shaoxing Real Estate Ownership No.0036853, with a construction area of 31115 79 square meters and a land use right area of 51739.
Shaoxing Qibin and Zhejiang Energy Conservation have paid the corresponding taxes involved in the transfer of the above-mentioned real estate in this transaction. Impact
of the progress of the
Transaction on the Company 1. According to the Agreement on the Acquisition of Land, Real Estate and Other Related Assets of Qibin Glass Co., Ltd. and the Supplementary Agreement, the current implementation progress of the Asset Transaction will not affect the normal production and operation of Shaoxing Qibin and Zhejiang Energy Conservation.
2. The implementation of this asset transaction will increase a certain amount of net income from asset disposal for the Company, and the Company will carry out accounting treatment in accordance with the relevant provisions of the Accounting Standards for Business Enterprises – Fixed Assets; However, it is estimated that the transaction will not affect the net profit of the Company in 2023 according to the time schedule agreed in the asset transaction agreement and the actual sale progress. The details are subject to the actual implementation progress of the transaction and the results confirmed by the accountant's annual audit.
3. This asset transaction follows the principles of openness, fairness and impartiality, does not affect the independence of the Company, does not damage the interests of the Company and all shareholders, and does not violate relevant laws and regulations.
IV. Documents
available for inspection 1. Real estate ownership certificate of Shaoxing Qibin and Zhejiang Energy Conservation;
2. Tax payment certificate of Shaoxing Qibin and Zhejiang Energy Conservation;
3. Real estate registration acceptance form of Chengfa Group. The transaction of this
asset sale is still under normal implementation. The Company will disclose the progress of the transaction in a timely manner. Investors are advised to pay attention to the investment risks.
Hereby announce.